Introduction
Financial leasing is one of the most important financing methods used by companies, investors, manufacturers, logistics businesses, construction companies, healthcare operators, aviation companies, real estate users and industrial enterprises in Turkey. Instead of purchasing an asset directly with equity or a conventional loan, a business may obtain the right to use an asset through a financial leasing agreement while making periodic lease payments to the lessor.
In Turkish commercial practice, financial leasing is commonly used for machinery, vehicles, production equipment, construction equipment, medical devices, technology infrastructure, aircraft-related assets, real estate and other capital-intensive assets. It allows businesses to access productive assets without paying the full purchase price upfront. At the same time, it gives financial institutions a structured and asset-backed method of financing.
The main legislation governing financial leasing in Turkey is Law No. 6361 on Financial Leasing, Factoring, Financing and Saving Financing Companies. The law regulates the incorporation and operating principles of financial leasing, factoring, financing and saving financing companies operating as financial institutions, as well as the principles and procedures applicable to financial leasing agreements. Financial leasing companies established in Turkey are subject to this law, and financial leasing transactions carried out by participation banks and development and investment banks are also included within its scope.
This article provides a comprehensive legal guide to financial leasing law in Turkey, focusing on legal structure, rights and obligations of the parties, registration, asset ownership, default, termination, enforcement, insolvency and common disputes under Turkish law.
1. What Is Financial Leasing Under Turkish Law?
Financial leasing is a financing transaction where an authorized lessor provides the lessee with the possession and use of a specific asset under a financial leasing contract. The lessee selects or requests the asset, the lessor acquires or procures it, and the lessee uses the asset in return for lease payments.
Law No. 6361 defines financial leasing by reference to several economic criteria. A transaction may qualify as financial leasing if it is carried out by an authorized lessor for financing purposes and, among other possibilities, provides transfer of possession at the end of the lease term, grants the lessee a purchase option below market value, covers more than eighty percent of the economic life of the asset, or involves lease payments whose present value exceeds ninety percent of the fair value of the asset.
This definition is important because financial leasing is not the same as ordinary rental. In a simple rental agreement, the lessor usually provides temporary use of an asset and retains ordinary ownership and operating responsibilities. In financial leasing, the transaction has a financing function. The asset is selected for the lessee’s economic use, and the payment structure often reflects the financed value of the asset.
2. Legal Framework of Financial Leasing in Turkey
The legal framework of financial leasing in Turkey is mainly based on Law No. 6361 and secondary regulations issued by the Banking Regulation and Supervision Agency, known as the BRSA or BDDK. The Regulation on Principles for Establishment and Operations of Financial Leasing, Factoring and Financing Companies states that its objective is to set procedures and principles regarding the establishment and working principles of financial leasing, factoring and financing companies, and that it was issued on the basis of Law No. 6361.
This regulatory structure demonstrates that financial leasing companies are not ordinary commercial lessors. They operate as regulated financial institutions. They are subject to establishment permission, operating permission, corporate governance rules, capital requirements, BRSA supervision and compliance obligations.
Financial leasing law also interacts with other areas of Turkish law. Depending on the asset and transaction, the Turkish Code of Obligations, Turkish Commercial Code, Enforcement and Bankruptcy Law, tax legislation, customs law, consumer protection law, real estate law, aviation law, insurance law, data protection law and anti-money laundering rules may become relevant.
Therefore, a financial leasing transaction should not be reviewed only as a lease contract. It should be analyzed as a regulated finance structure involving asset ownership, possession, payment risk, registration, insurance, enforcement and insolvency consequences.
3. Who Can Act as Lessor?
Under Law No. 6361, the lessor in a financial leasing transaction may be a financial leasing company, a participation bank, or a development and investment bank. The law expressly identifies these institutions as lessors within the financial leasing definition.
This is significant because not every company can freely offer financial leasing as a regulated financing activity. A business that merely rents assets in the ordinary course may conduct operating leasing, but financial leasing as a regulated activity requires authorization and compliance with Law No. 6361.
For lessees, this distinction matters. If the lessor is not authorized, the legal consequences of the transaction may be disputed. For foreign lessors, cross-border financial leasing transactions must be reviewed carefully, especially where registration, customs, tax or asset return issues may arise.
4. Establishment and Operating Requirements for Leasing Companies
Financial leasing companies incorporated in Turkey must satisfy the legal requirements under Law No. 6361. A company must be incorporated as a joint stock company, issue registered shares against cash, include the relevant activity phrase in its trade name, have qualified founders and board members, maintain the required capital, and have a transparent partnership structure that does not prevent effective BRSA supervision. The law also requires submission of an activity schedule covering business plans, financial projections, a three-year budget plan and organizational structure.
The law provides that companies other than saving financing companies must have paid-in capital of at least TRY 50 million, free from fictitious transactions, and authorizes the Board to increase the minimum paid-up capital each year.
For investors wishing to establish a financial leasing company in Turkey, the process is therefore not only a company incorporation procedure. It is a regulatory licensing process. The BRSA examines ownership transparency, capital adequacy, management qualifications, business plan, governance, internal systems and supervision compatibility.
5. Financial Leasing Agreement
Law No. 6361 defines a financial leasing contract as a contract under which the lessor leaves the possession of an asset to the lessee, upon the request and selection of the lessee, after purchasing it from a third party or from the lessee itself, procuring it in another way or taking it into possession, in return for lease payments.
This definition has several practical consequences. First, the lessee usually selects the asset. Second, the lessor finances the asset by acquiring or procuring it. Third, possession and economic use are transferred to the lessee. Fourth, legal ownership may remain with the lessor during the lease term. Fifth, the lessee makes financial leasing payments according to the contract.
A financial leasing agreement should therefore identify the asset, purchase process, delivery, lease term, payment schedule, purchase option, insurance, maintenance, taxes, default, termination, return of asset, registration, dispute resolution and enforcement rights.
In practice, disputes often arise because the contract fails to clearly allocate responsibility for delivery delays, defective assets, insurance gaps, tax liabilities, early termination, sale of returned assets or calculation of remaining lease payments.
6. Assets That May Be Subject to Financial Leasing
Law No. 6361 provides that movable and immovable assets may be subject to a financial leasing contract. Intellectual and industrial rights such as patents cannot be subject to financial leasing, except for duplicated copies of computer software. The law also provides that any good preserving its essential nature may be the sole subject of a financial leasing contract regardless of its integral parts or attachment qualifications.
This broad framework allows financial leasing to be used for many types of assets. Machinery, vehicles, production lines, medical equipment, construction machinery, ships, aircraft components, technology systems, real estate and certain software copies may be included depending on the transaction.
However, the asset must be legally suitable for leasing. Assets subject to special registries, import restrictions, customs rules, public licenses or sector-specific restrictions require additional legal review. For example, leasing of aircraft, ships, real estate, mining equipment or energy assets may involve specific registration and regulatory steps.
7. Financial Leasing Payments
The financial leasing payment is one of the core obligations of the lessee. Law No. 6361 states that the total amount of payments and payment periods are determined by the parties. If clearly stated in the contract, lease charges may begin to be collected from the date of the contract even before the asset is produced or delivered to the lessee. Unless otherwise specified in the contract, the asset must be delivered to the lessee within two years from the contract date.
This provision gives parties contractual flexibility but also creates potential disputes. If payments begin before delivery, the contract should clearly explain why, when and under which conditions the lessee must pay. If the asset is delayed, defective or not delivered, the parties may dispute whether payment obligations continue.
Payment clauses should therefore be precise. They should regulate payment dates, currency, taxes, late payment interest, default consequences, early payment, restructuring, invoice issuance, payment method and whether installments include insurance, VAT or other costs.
8. Form and Registration of Financial Leasing Agreements
Registration is one of the most important aspects of financial leasing law. Law No. 6361 provides rules on financial leasing transactions from abroad and registration of contracts. Financial leasing contracts made from abroad must be registered by the Association, and the procedures for financial leasing from abroad are determined by the Association with the positive opinion of the Board.
Registration protects third parties and supports the legal separation of the leased asset from the lessee’s ordinary assets. This is particularly important in enforcement and insolvency situations. If the asset is properly registered or annotated, third parties are less likely to argue that the asset belongs to the lessee.
For immovable assets, land registry annotation may be necessary. For movable assets subject to special registries, registration in the relevant registry may be required. For other movable assets, registration through the relevant association mechanism may become important.
Failure to register properly may create disputes in enforcement, bankruptcy, third-party attachment, sale, insurance and asset recovery.
9. Ownership and Possession of the Leased Asset
A key feature of financial leasing is the separation between legal ownership and economic use. The lessor typically remains the owner of the leased asset, while the lessee has possession and the right to use the asset according to the contract.
Law No. 6361 states that the lessee is the possessor of the asset during the contract and has the right to obtain all benefits in accordance with the purpose of the contract. At the same time, the lessee must use the asset carefully and in accordance with the contract.
This separation is central to financial leasing disputes. Creditors of the lessee may sometimes attempt to attach the asset, arguing that it is used by the lessee. However, the lessor may object because the asset is owned by the lessor and subject to a financial leasing structure.
Proper registration, invoice records, delivery documents and insurance policies are therefore essential to prove the legal status of the asset.
10. Obligations of the Lessee
The lessee has several important obligations under Turkish financial leasing law. The lessee must pay lease installments, use the asset carefully, comply with contractual conditions, maintain and protect the asset unless otherwise agreed, pay maintenance and repair costs unless the contract provides otherwise, ensure the asset is insured as specified in the contract, and bear loss and damage risks to the extent not covered by insurance.
These obligations are commercially significant. The lessee is usually the party using the asset and generating income from it. Therefore, the lessee is generally expected to maintain, protect and insure the asset during the lease term.
Disputes often arise where the asset is damaged, stolen, destroyed, misused or operated outside its intended purpose. The lessor may demand payment, termination, return of the asset and compensation. The lessee may argue that the damage was covered by insurance, caused by the seller, or due to reasons beyond its control.
The contract should clearly allocate responsibility for maintenance, repair, insurance claims, replacement parts, operational licenses and loss events.
11. Obligations of the Lessor
The lessor’s main obligation is to procure the asset selected or requested by the lessee and transfer possession to the lessee under the terms of the contract. The lessor may purchase the asset from a third party, from the lessee itself, or procure it by other lawful means.
The lessor should also comply with registration obligations, respect the lessee’s possession during the lease term, and refrain from actions that interfere with the lessee’s contractual use of the asset.
However, lessor liability may arise if the lessor fails to enter into the purchase contract on time, fails to make payment on time, or causes the lessee to suffer loss due to reasons attributable to the lessor. Law No. 6361 includes provisions addressing losses caused by the lessor’s failure to make timely arrangements with the manufacturer or seller or to make required payments.
This means that the lessor is not merely a passive financier in every case. If the lessor’s conduct causes non-delivery, delay or loss, the lessee may have claims.
12. Insurance of the Leased Asset
Insurance is mandatory in financial leasing practice. Law No. 6361 states that the leased asset must be insured, the contract must specify by whom the asset will be insured, and insurance premiums are paid by the lessee. It also provides that responsibility for damage and loss during the contract term belongs to the lessee, limited to the part not covered by insurance.
Insurance disputes are common. They may involve insufficient coverage, unpaid premiums, wrong beneficiary clauses, excluded risks, late notification, defective asset valuation, total loss, partial damage or disagreement over whether insurance proceeds should be used to repair the asset, repay the lessor or compensate the lessee.
The leasing contract should define required insurance types, coverage amount, beneficiary status, premium payment, policy renewal, claim procedure and use of insurance proceeds. In high-value assets, insurance documentation should be reviewed before delivery.
13. Transfer of Possession and Assignment Issues
Financial leasing contracts may restrict transfer of possession. Law No. 6361 provides that, unless otherwise stated, the lessor cannot transfer possession of the asset to a third person. If the contract grants this right, transfer may be made only to another lessor, and the transferee must comply with the contract. The validity of the transfer against the lessee depends on informing the lessee.
The lessee’s ability to transfer possession also depends on the transaction type and contract. In housing finance transactions, the lessee may transfer possession to another person by informing the lessor; in other financial leasing transactions, transfer is possible if the contract permits it.
Unauthorized transfer is a serious breach. If the lessee transfers, subleases, sells, pledges or hides the asset without permission, the lessor may seek termination, return of the asset, compensation and, in appropriate cases, criminal or enforcement remedies.
14. Default and Termination
Default in financial leasing usually occurs when the lessee fails to pay lease installments. Law No. 6361 provides that the lessor may terminate the contract if it grants an additional thirty-day period to the lessee who is in default in paying the financial leasing installment and the lessee does not cure the default. It also provides that if one party violates the contract and continuation cannot reasonably be expected from the other party due to that violation, the contract may be terminated.
Termination clauses should be drafted carefully. The contract should define payment default, non-payment notice, cure period, return obligation, sale of asset, calculation of remaining debt, default interest, litigation costs, insurance consequences and compensation.
For lessees, the cure period is critical. Ignoring a default notice may lead to termination and asset recovery. For lessors, notices must be properly served and documented, especially if enforcement or litigation is expected.
15. Consequences of Termination and Cancellation
When a financial leasing contract terminates, the lessee who does not use a purchase right or does not have such a right must immediately return the leased asset. If the contract is cancelled and the asset is returned and sold to third parties, Law No. 6361 provides a balancing mechanism: unless otherwise agreed, if the sale price is less than unpaid financial leasing costs and the lessor’s loss exceeding them, the difference is paid by the lessee; if the sale price is higher, the difference is paid by the lessor to the lessee.
This rule is important in damages calculations. A lessor cannot always recover the asset, sell it, and also collect all remaining payments without accounting for the sale proceeds unless the contract and law allow it. Similarly, the lessee may still owe a difference if the sale price is insufficient.
Financial leasing disputes frequently require expert examination to calculate outstanding installments, default interest, sale value, insurance proceeds, market value, lessor loss and lessee credit.
16. Return of the Leased Asset
After termination, the lessee must return the asset. If the lessee refuses, the lessor may seek legal remedies, including lawsuits, interim measures, enforcement proceedings and recovery of possession.
Asset return disputes may involve allegations that the asset is damaged, missing, transferred to another location, subject to third-party attachment, used by another company or no longer identifiable. For movable assets, location tracking and serial number identification are important. For vehicles, machinery and equipment, invoices, registry records, insurance policies and inspection reports may be necessary.
The lessor should act quickly after termination. Delay may reduce asset value and complicate enforcement.
17. Insolvency and Enforcement Against the Lessee
Law No. 6361 contains special protection for leased assets when the lessee becomes bankrupt or subject to enforcement proceedings. If the lessee becomes bankrupt, the bankruptcy administration must decide on the separation of goods subject to financial leasing before the formation of the bankruptcy office, and this decision may be challenged within seven days. If enforcement proceedings are carried out against the lessee, the enforcement officer decides that goods subject to financial leasing are excluded from the proceedings, and this decision may also be challenged within seven days.
This is one of the most important protections for lessors. Since the leased asset belongs to the lessor, it should not be treated as an ordinary asset of the lessee available to the lessee’s creditors.
For lessors, registration and documentation are essential. If the asset is properly registered and the leasing agreement is clear, separation from the lessee’s estate becomes easier. For creditors of the lessee, it is important to verify whether an asset used by the debtor is truly owned by the debtor or merely possessed under a financial leasing agreement.
18. Insolvency and Enforcement Against the Lessor
Law No. 6361 also protects the lessee if the lessor becomes bankrupt or subject to enforcement. If the lessor becomes bankrupt, the contract remains valid against the bankruptcy estate until the end of the determined term. If enforcement proceedings are carried out against the lessor, the leased goods cannot be confiscated during the term of the contract.
This protects the lessee’s contractual possession. A lessee who has made investments and structured business operations around the leased asset should not automatically lose use of the asset because the lessor faces financial distress.
However, disputes may still arise over payment direction, contract continuation, purchase option, transfer of lessor rights, or competing claims by creditors of the lessor.
19. Common Financial Leasing Disputes in Turkey
Financial leasing disputes in Turkey commonly arise from non-payment, defective assets, delivery delay, insurance disputes, asset damage, unauthorized transfer, failure to register, incorrect debt calculation, termination notices, return of asset, sale value after termination, third-party attachments, bankruptcy separation claims and enforcement objections.
In machinery leasing, disputes often involve breakdowns, maintenance costs, production loss and whether the defect belongs to the manufacturer or user. In vehicle leasing, disputes may involve insurance, traffic accidents, total loss and unauthorized use. In real estate leasing, disputes may involve registration, possession, tax, zoning and purchase options. In cross-border leasing, disputes may involve customs, import status, foreign currency payments, asset return and jurisdiction.
A successful dispute strategy requires identifying whether the problem is contractual, regulatory, technical, insurance-related, enforcement-related or insolvency-related.
20. Evidence in Financial Leasing Litigation
Evidence is crucial in financial leasing disputes. Important documents include the financial leasing contract, registration records, invoices, delivery protocols, asset specifications, payment schedule, bank records, default notices, termination notices, insurance policies, expert reports, maintenance records, repair invoices, accident reports, valuation reports, sale records and correspondence between parties.
For lessors, evidence should prove ownership, registration, delivery, payment default, lawful termination, asset value and loss calculation. For lessees, evidence should prove payment, defective asset, delayed delivery, improper termination, excessive debt calculation, insurance coverage or lessor fault.
Because many leasing disputes involve technical assets, courts may appoint experts. Expert reports may evaluate asset value, condition, defects, depreciation, insurance coverage and financial calculations.
21. Consumer Financial Leasing
Although financial leasing is mostly used in commercial finance, consumer-related leasing may also arise, especially in housing finance or vehicle finance structures. Law No. 6361 reserves provisions in other laws regarding housing finance activities and leasing of residences to consumers through financial leasing transactions.
If the lessee is a consumer, consumer protection rules may apply. This may affect disclosure obligations, unfair terms, interest and cost transparency, insurance requirements, early payment rights, jurisdiction and dispute resolution.
Consumer financial leasing contracts should therefore be drafted with special care. A clause that is acceptable in a commercial leasing transaction may be challenged as unfair in a consumer relationship.
22. Tax, VAT and Accounting Considerations
Financial leasing transactions have tax and accounting consequences. Lease payments, depreciation, VAT, withholding, stamp tax, customs duties and accounting treatment may vary depending on the asset, parties and transaction structure.
Tax issues are especially important in cross-border leasing, real estate leasing, aircraft leasing, software-related leasing and sale-and-leaseback structures. The parties should review tax consequences before signing because the economic benefit of leasing may depend heavily on tax treatment.
While legal counsel should coordinate with tax advisers, the leasing contract should allocate tax liabilities clearly. It should state who bears VAT, stamp tax, customs duties, insurance tax, registration fees and other costs.
23. Cross-Border Financial Leasing
Cross-border financial leasing is permitted under Turkish law but requires special review. Law No. 6361 provides that financial leasing contracts made from abroad must be registered by the Association, and the procedures and principles are determined by the Association with the positive opinion of the Board.
Cross-border leasing may involve aircraft, ships, machinery, technology equipment or other assets imported into Turkey. Legal issues may include customs status, temporary importation, foreign currency payments, tax treatment, asset return, enforcement jurisdiction, insurance, registration and lessor authorization in its home country.
Foreign lessors should not assume that a foreign leasing contract will automatically be effective in Turkey without local steps. Turkish registration, customs and enforcement rules must be reviewed carefully.
24. Practical Checklist for Lessors
A lessor entering into a financial leasing transaction in Turkey should follow a structured checklist:
Verify authorization and regulatory compliance.
Identify the asset clearly.
Confirm that the asset is legally suitable for financial leasing.
Obtain invoices and ownership documents.
Draft a clear financial leasing agreement.
Register or annotate the contract where required.
Prepare delivery protocols.
Ensure proper insurance.
Monitor payment performance.
Send default notices properly.
Preserve evidence of termination.
Act quickly to recover the asset after default.
Calculate outstanding debt accurately.
Coordinate with enforcement and bankruptcy procedures where necessary.
25. Practical Checklist for Lessees
A lessee should also protect its legal position:
Review the payment schedule carefully.
Confirm delivery conditions.
Check whether payments begin before delivery.
Review insurance obligations.
Understand maintenance and repair duties.
Avoid unauthorized transfer or sublease.
Keep payment records.
Notify defects immediately.
Preserve maintenance and repair documents.
Respond to default notices within the cure period.
Request clear debt calculation before termination.
Check whether sale proceeds are credited after asset return.
Review purchase option conditions before expiry.
26. Why Legal Support Is Important
Financial leasing law in Turkey is technical because it combines finance law, contract law, property law, enforcement law, insolvency law, tax law, insurance law and regulatory compliance. A Turkish financial leasing lawyer may assist with leasing contract drafting, registration, asset recovery, default notices, termination, enforcement proceedings, bankruptcy separation claims, defective asset disputes, insurance claims, debt calculation, cross-border leasing and litigation.
Legal support is especially important before signing and before termination. A poorly drafted contract may create serious disputes later. An improper termination notice may weaken the lessor’s case. A lessee that fails to respond to default notices may lose possession of essential business assets.
Conclusion
Financial leasing in Turkey is a powerful financing tool for businesses that need access to high-value assets without immediate full purchase. It supports investment, production, logistics, healthcare, construction, real estate and technology sectors. However, it is governed by a specific legal framework under Law No. 6361 and BRSA-related regulation.
The key features of Turkish financial leasing law include regulated lessors, written contracts, registration requirements, separation of ownership and possession, lessee payment obligations, maintenance and insurance duties, default cure periods, termination rules, return obligations and special protection of leased assets in enforcement and bankruptcy.
For lessors, the main legal risks are defective registration, unclear asset identification, improper default notices, delayed recovery, insurance gaps and incorrect debt calculation. For lessees, the main risks are payment default, loss of essential assets, broad maintenance obligations, insurance exposure, unauthorized transfer and disputed termination.
A successful financial leasing transaction requires more than a standard form agreement. It requires clear allocation of rights and obligations, proper registration, accurate payment structure, strong insurance coverage, careful asset documentation and a practical enforcement strategy.
In Turkish financial leasing law, the value of the transaction depends not only on the asset itself, but also on the legal structure that protects ownership, possession, payment rights and remedies when the relationship breaks down.
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